CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
BIOMATERIALS LICENSE AGREEMENT
This Agreement is made effective the 28th day of September, 2016 (the Effective Date), by and between the University of Pittsburgh - Of the Commonwealth System of Higher Education, a non-profit corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with an office at 1st Floor Gardner Steel Conference Center, 130 Thackeray Avenue, Pittsburgh, Pennsylvania 15260 (University), and Oncorus, Inc. (Licensee), a company organized and existing under the laws of Delaware, having an office at 450 Kendall Street, Cambridge MA 02142.
WHEREAS, the materials identified in Exhibit A (Derived Materials) have resulted from the research efforts of [***], a professor at University, working together with other researchers at University (Researchers); and
WHEREAS, the Derived Materials were created by the Researchers using: a) [***] obtained from Washington University under a UBMTA (WU Materials);
WHEREAS, the University amended the UMBTA with Washington University effective July 12, 2016 to allow the University to further license and transfer the Derived Materials to Licensee for commercial use in connection with this license;
WHEREAS, University owns the Derived Materials listed in Exhibit A; provided however, Washington University continues to own the WU Materials contained therein;
WHEREAS, Licensee is solely responsible for obtaining from Washington University any rights to the WU Materials necessary for use in connection with this Agreement;
WHEREAS, Licensee desires to obtain a license to the Derived Materials upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties hereto, intending to be legally bound, agree as follows:
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Definitions. The following definitions shall apply in this Agreement:
(a) Licensed Field shall mean all fields of use; provided however Licensee shall not be permitted to use the Derived Material that are listed in Exhibit A and which are physically transferred to Licensee under paragraph 3 below in humans.
(b) Universitys Rights shall mean Universitys rights as owner by assignment, or otherwise, in the Derived Materials and any know-how embodied in the Derived Materials, and to the extent applicable, any other rights in progeny, subclones, modifications or derivatives of the Derived Materials.
(e) Derived Materials shall mean the tangible material specifically described in Exhibit A and physically transferred to Licensee and any unmodified copies, progeny and subclones made therefrom.